Sanjiv Khanna, J.

1. The present petition under Section 433(f) read with Sections 434 and 439 of the Companies Act, 1956 (hereinafter referred to as the Act) has been filed by Draegerwerk Aktiengesellschaft (hereinafter referred to as the petitioner, for short) for winding up of M/s Usha Drager Pvt. Ltd. (hereinafter referred to as the company or respondent No. 1, for short). Subsequently, vide amended memo of parties dated 5.11.2005, RKKR Infotech Pvt. Ltd. was made a party to this Petition. The said company has been hereinafter referred to as the respondent group or Usha group.

2. The petitioner is seeking winding up of the company on "just and equitable" ground for the reason that the petitioner and the respondent group are both holding 50% shares in the company and there is complete deadlock between them. It is stated that the substratum of the company has been lost in view of the irreconcilable differences between the two groups. It is further stated that the business of the company has come to a stand still and there is complete failure to comply with the statutory requirements. It is submitted that there is mutual loss of confidence and lack of probity between the two groups with civil and criminal litigations and defaults in compliance with statutory provisions of the Act including appointment of statutory auditor, annual audit, filing of balance sheet etc. A number of other submissions have been made, which have been noticed in the latter portion of this order.

3. The respondents, on the other hand, have stated that present petition is nothing but a ploy by the petitioner to wriggle out of its obligation under the joint venture agreement and to set up a competing business in India. Allegations have been made about the conduct of the petitioner with the objective to show that the petitioners conduct was inequitable and unjust. It is stated that the petitioner has mis conducted itself and is not entitled to take shelter and advantage of Section 433(f) of the Act.

4. I refrain myself from burdening this order with the entire case law on the subject. Case law has been referred to in case of Brown Forman Mauritius Ltd. v. Jagatjit Brown Forman India Ltd. and Anr. : 109 (2004) DLT 198 wherein after referring to the principles of deadlock it has been held as under:

Since the shareholding is equally distributed between the Petitioner and the Respondent and neither of them have shown any proclivity of selling or acquiring of the holding of the other a deadlock in the management has manifested itself. This deadlock is also evident in that there is no consensus on the vital questions of injecting further funds into the companys coffers; on the sales or depleted goals which the company shall achieve; and these warring parties are already embroiled in litigation.

5. Principles of partnership have been applied as a ground for winding up under Section 433(f) of the Act. The words just and equitable" occur in Section 44(g) of the Partnership Act as a ground for winding up. Supreme Court in the case of Hind Overseas Pvt. Ltd. v. Raghunath Prasad Jhunjhunwala [1976] 46 CompCas 91 has held as under:

33. Where more than one family or several friends and relations together, from a company and there is no right as such agreed upon for active participation of members who are sought to be excluded from management, the principles of dissolution of partnership cannot be liberally invoked. Besides it is only when shareholding is more or less equal and there is a case of complete deadlock in the Company on account of lack of probity in the management in the Company and there is no hope or possibility of smooth and efficient continuance if the Company as a commercial concern, there may arise a case for winding-up on a just and equitable ground. In a given case the principles of dissolution of partnership may apply squarely if the apparent structure of the Company is not the real structure and on piercing the veil it is found that in real